SALE OF PROPERTY AGREEMENT - EXECUTION VERSION - Reef Acres
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EXECUTION VERSION
SALE OF PROPERTY AGREEMENT
(Sectional Titles Act, No 95 of 1986)
Between
AFHCO Holdings (Pty) Ltd
and
_______________________TABLE OF CONTENTS PART 1: SCEHDULE.....................................................................................................................1 1 SELLER:..............................................................................................................................1 2 ADDRESS OF SELLER: ......................................................................................................1 3 PURCHASER: .....................................................................................................................1 4 ADDRESS OF PURCHASER:..............................................................................................1 5 PURCHASE PRICE: ............................................................................................................2 6 LOAN REQUIRED (DELETE IF NOT APPLICABLE):..........................................................2 7 SECTION: ............................................................................................................................2 8 EXCLUSIVE USE AREA:.....................................................................................................2 9 SCHEME: ............................................................................................................................2 10 SELLER'S CONVEYANCERS: ............................................................................................2 11. AGENT………………………………………………………………………………………………….2 PART 2: GENERAL .......................................................................................................................3 12 INTERPRETATION ..............................................................................................................3 13 INTRODUCTION ..................................................................................................................6 14 CONDITION PRECEDENT...................................................................................................6 15 SALE ...................................................................................................................................7 16 VOETSTOOTS SALE ..........................................................................................................7 17 ELECTRICAL COMPLIANCE CERTIFICATE ......................................................................8 18 GAS INSTALLATION CONFORMITY CERTIFICATE ..........................................................8 19 PURCHASE PRICE .............................................................................................................8 20 DISCLOSURE BY SELLER .................................................................................................9 21 POSSESSION AND RISK ....................................................................................................9 22 TRANSFER AND COSTS .................................................................................................. 10 23 OCCUPATION AND OCCUPATIONAL RENTAL............................................................... 10 24 RIGHTS OF TENANT ........................................................................................................ 11 25 CONTINUED MARKETING ................................................................................................ 11 26 GENERAL WARRANTIES ................................................................................................. 12 27 BREACH............................................................................................................................ 13 28 NOTICES AND ADDRESSES FOR SERVICE ................................................................... 14 29 BENEFIT OF THE AGREEMENT ....................................................................................... 15 30 APPLICABLE LAW AND JURISDICTION ......................................................................... 15 31 NEW LAWS AND INABILITY TO PERFORM..................................................................... 15 32 INDEPENDENT ADVICE ................................................................................................... 15 33 GENERAL ......................................................................................................................... 16 34 COSTS .............................................................................................................................. 17 35 SIGNATURE ...................................................................................................................... 17
Annexure A Conduct Rules Annexure B Management Rules Annexure C Lease Agreement
1
PART 1: SCEHDULE
SALE AND PURCHASE OF UNIT AND EXCLUSIVE USE AREA
The Seller hereby sells and the Purchaser hereby purchases the Unit and the Exclusive Use Area
on the terms and conditions set out in the Schedule and the General Terms and Conditions.
1 SELLER:
1.1 Name: AFHCO Holdings (Pty) Ltd
1.2 Registration Number: 1998/017120/07
2 ADDRESS OF SELLER:
2.1 Physical: 64 Siemert Road, New Doornfontein
2.2 Email: Daniellem@afhco.co.za
3 PURCHASER:
3.1 Full name/s:____________________________________________________________
____________________________________________________________
3.2 ID number / Reg No:______________________________________________________
____________________________________________________________
3.3 Marital status (if natural person): _____________________________________________
3.4 Contact number: :_________________________________________________________
____________________________________________________________
3.5 Duly authorized representative (if legal entity): ___________________________________
_______________________________________________________________________
4 ADDRESS OF PURCHASER:
4.1 Physical:________________________________________________________________
________________________________________________________________
________________________________________________________________
4.2 Email: ________________________________________________________________
________________________________________________________________
4.3 Contact number (landline): ___________________________________________
4.4 Cellular number: _________________________________________________________2
5 PURCHASE PRICE:
5.1 Total Purchase Price: R____________________________( ______________________
______________________________________________________rand) comprising of –
5.1.1 Purchase Price for the Property R____________________________( _____________
______________________________________________________rand); and
Deposit: R______________________________( ____________________________
___________________________________________rand)
6 LOAN REQUIRED:
6.1 Amount of loan required: R____________________________( _____________________
______________________________________________________rand)
6.2 Date by which loan must be granted: _______________, being 45 (forty-five) days from
the Signature Date.
7 SECTION:
7.1 Section number as indicated on the Sectional Plan: Unit _______ Door _______
7.2 Floor area of section: _____sqm
8 EXCLUSIVE USE AREA:
Parking Bay No: N/A
9 SCHEME:
means the sectional title development scheme in respect of the Land
10 SELLER'S CONVEYANCERS:
Cliffe Dekker Hofmeyr Inc: Kelsey Biddulph
Situated at: 1 Protea Place, Sandown, Sandton
11 AGENT:
Name: _______________________________________________________________
Agency: Huizemark Centurion (Pty)Ltd t/a Huizemark Springs
Address: Stand 2086, Nr 4 Mount Edison Crescent, Midlands Estate, Midstream, 1692
Telephone Number: ______________________________ & (0ffice) 087 940 9110
Contact Person: Kobus du Plessis (Principal) – 082 318 78503
PART 2: GENERAL
12 INTERPRETATION
12.1 In this Agreement, unless the context indicates a contrary intention, the following words
and expressions bear the meanings assigned to them and cognate expressions bear
corresponding meanings –
12.1.1 "Agreement" means this agreement of sale;
12.1.2 "Body Corporate" means the body corporate in respect of the Scheme to be
established in terms of the Sectional Title Management Act;
12.1.3 "Common Property" means common property as defined in Section 1 of the Sectional
Titles Act;
12.1.4 "Condition Precedent" means the suspensive condition set out in clause 14;
12.1.5 "Conduct Rules" means the conduct rules prescribed in terms of the Sectional Title
Management Act, copies of which are attached hereto and marked Annexure A;
12.1.6 "Exclusive Use Area" means the exclusive use area as described in clause 8 above
and as will more fully appear from the Sectional Plan;
12.1.7 "Fixtures and Fittings" means all fixtures and fittings of a permanent nature;
12.1.8 "Land" means on which the Property is situated;
12.1.9 "Management Rules" means the management rules prescribed in terms of the
Sectional Title Management Act, copies of which are attached hereto and marked
Annexure B;
12.1.10 "Participation Quota" means the percentage determined in relation to the section, in
accordance with the provisions of section 32 of the Sectional Titles Act;
12.1.11 "Property" means a unit, consisting of –
Section No _______ as shown and more fully described on Sectional Plan
No SS 148/2010 in the Scheme known as Reef Acres in respect of the Land and
building or buildings situate at Krugersrus, Extension 1 Township of which section
the floor area, according to the sectional plan is _____ square metres in extent; and
an undivided share in the Common Property in the scheme apportioned to the said
section in accordance with the Participation Quota as endorsed on the said sectional
plan,
held by Deed of Transfer No 47963/2014, and includes the right to the exclusive use of
the Exclusive Use Area and includes the Fixtures and Fittings;4
12.1.12 "Parties" means the parties to this Agreement;
12.1.13 "Purchaser" means the purchaser as described in clause 3 above;
12.1.14 "Sectional Titles Act" means the Sectional Titles Act, No 95 of 1986;
12.1.15 "Sectional Title Management Act" means Sectional Titles Schemes Management Act,
No 8 of 2011
12.1.16 "Sectional Plan" means the sectional plan as defined in the Sectional Titles Act;
12.1.17 "Seller" means the Sellers as described in clause 1 above;
12.1.18 "Seller's Conveyancers" means the conveyancers described in clause 10 above;
12.1.19 "Signature Date" means the date of signature of this Agreement by the Party last
signing;
12.1.20 "Transfer Date" means the date of registration of transfer of the Property into the name
of the Purchaser;
12.2 In this Agreement —
12.2.1 clause headings and the heading of the Agreement are for convenience only and are
not to be used in its interpretation;
12.2.2 an expression which denotes —
12.2.2.1 any gender includes the other genders;
12.2.2.2 a natural person includes a juristic person and vice versa;
12.2.2.3 the singular includes the plural and vice versa;
12.2.2.4 a Party includes a reference to that Party's successors in title and assigns allowed
at law; and
12.2.2.5 a reference to a consecutive series of two or more clauses is deemed to be inclusive
of both the first and last mentioned clauses.
12.3 Any reference in this Agreement to –
12.3.1 "business hours" shall be construed as being the hours between 08h30 and 17h00 on
any business day. Any reference to time shall be based upon South African Standard
Time;5
12.3.2 "days" shall be construed as calendar days unless qualified by the word "business", in
which instance a "business day" will be any day other than a Saturday, Sunday or
public holiday from time to time;
12.3.3 "laws" means all constitutions; statutes; regulations; by-laws; codes; ordinances;
decrees; rules; judicial, arbitral, administrative, ministerial, departmental or regulatory
judgements, orders, decisions, rulings, or awards; policies; voluntary restraints;
guidelines; directives; compliance notices; abatement notices; agreements with,
requirements of, or instructions by any governmental body; and the common law, and
"law" shall have a corresponding meaning;
12.3.4 "person" means any person, company, close corporation, trust, partnership or other
entity whether or not having separate legal personality; and
12.3.5 "public holiday" means a public holiday contemplated in the Public Holidays Act, No 36
of 1994.
12.4 The words "include" and "including" mean "include without limitation" and "including without
limitation". The use of the words "include" and "including" followed by a specific example
or examples shall not be construed as limiting the meaning of the general wording
preceding it.
12.5 Any substantive provision conferring rights or imposing obligations on a Party and
appearing in any of the definitions in this clause 12 or elsewhere in this Agreement, shall
be given effect to as if it were a substantive provision in the body of the Agreement.
12.6 Unless otherwise required by the context, words and phrases appearing in this Agreement
which are defined in the Sectional Titles Act shall have the meaning ascribed to them in
the Sectional Titles Act.
12.7 Words and expressions defined in any clause shall, unless the application of any such word
or expression is specifically limited to that clause, bear the meaning assigned to such word
or expression throughout this Agreement.
12.8 Unless otherwise provided, defined terms appearing in this Agreement in title case shall be
given their meaning as defined, while the same terms appearing in lower case shall be
interpreted in accordance with their plain English meaning.
12.9 A reference to any statutory enactment shall be construed as a reference to that enactment
as at the Signature Date and as amended or substituted from time to time.
12.10 Unless specifically otherwise provided, any number of days prescribed shall be determined
by excluding the first and including the last day or, where the last day falls on a day that is
not a business day, the next succeeding business day.6
12.11 If the due date for performance of any obligation in terms of this Agreement is a day which
is not a business day then (unless otherwise stipulated) the due date for performance of
the relevant obligation shall be the immediately preceding business day.
12.12 Where figures are referred to in numerals and in words, and there is any conflict between
the two, the words shall prevail, unless the context indicates a contrary intention.
12.13 The rule of construction that this Agreement shall be interpreted against the Party
responsible for the drafting of this Agreement, shall not apply.
12.14 No provision of this Agreement shall (unless otherwise stipulated) constitute a stipulation
for the benefit of any person who is not a Party to this Agreement.
12.15 The use of any expression in this Agreement covering a process available under South
African law, such as winding-up, shall, if either of the Parties to this Agreement is subject
to the law of any other jurisdiction, be construed as including any equivalent or analogous
proceedings under the law of such other jurisdiction.
12.16 Any reference in this Agreement to "this Agreement" or any other agreement or document
shall be construed as a reference to this Agreement or, as the case may be, such other
agreement or document, as amended, varied, novated or supplemented from time to time.
12.17 In this Agreement the words "clause" or "clauses" and "annexure" or "annexures" refer
to clauses of and annexures to this Agreement.
13 INTRODUCTION
13.1 The Seller desires to sell the Property to the Purchaser and the Purchaser desires to
purchase the Property from the Seller, subject to certain terms and conditions.
13.2 The Parties wish to record in writing their agreement in respect of the above and matters
ancillary thereto.
14 CONDITION PRECEDENT
14.1 Save for clauses 12 to 14 and clauses 23 to 35 all of which will become effective
immediately, this Agreement is subject to the fulfilment of the Condition Precedent that by
not later than 45 (forty five days) from the Signature Date, as specified in clause 6 above,
the Purchaser is granted a loan in writing of an amount referred to in clause 6.1 above, or
for any lesser amount acceptable to the Purchaser, by a registered bank or other financial
institution, upon security of a first mortgage bond to be passed over the Property, and on
acceptance by the Purchaser of any such lesser amount this suspensive condition will be
deemed fulfilled.7
14.2 The Purchaser will procure the fulfilment of the Condition Precedent as soon as reasonably
possible after the Signature Date and shall, prior to the expiry of the relevant time period
set out in that clause, furnish to the other Party documents evidencing the fulfilment of the
Condition Precedent to such other Party's satisfaction.
14.3 The Condition Precedent set out in clause 14.1 above has been inserted for the benefit of
the Purchaser which will be entitled to waive fulfilment of any of the said Condition
Precedent, in whole or in part, on written notice to the other Party prior to the expiry of the
relevant time periods set out in that clause.
14.4 Unless the Condition Precedent has been fulfilled or waived by not later than the relevant
date for fulfilment thereof set out in clause 14.1 (or such later date or dates as may be
agreed in writing between the Parties) the provisions of this Agreement, save for clauses
12 to 14, and clauses 23 to 35, which remain of full force and effect, will never become of
any force or effect and the status quo ante will be restored as near as may be and neither
of the Parties will have any claim against the other in terms hereof or arising from the failure
of the Condition Precedent.
15 SALE
15.1 The Seller sells to the Purchaser, and the Purchaser purchases the Property, subject to –
15.1.1 the conditions and servitudes mentioned or referred to in the current and/or prior title
deeds of the Property, the sectional plan and any annexure thereto;
15.1.2 the Management and Conduct Rules for the control and management of the scheme as
contemplated in section 35 of the Sectional Titles Act, which the Purchaser declares
itself to be fully acquainted with; and
15.1.3 all such other conditions and servitudes as may exist in regard to the Property, including
the provisions of any applicable town planning scheme.
15.2 Without derogating from the generality of clause 33.7, the Purchaser shall not sell or
otherwise dispose of the Property, nor cede any right or assign any obligation under this
Agreement prior to the Transfer Date without the prior written consent of the Seller.
16 VOETSTOOTS SALE
16.1 The Property is sold voetstoots as it stands and in the condition in which it now is and the
Seller furnishes no warranties to the Purchaser whatsoever regarding the Property. The
Seller has no claim in respect of any excess over the measurements of a section, an
Exclusive Use Area or any part of the Common Property, appearing in the title deeds, any
notarial deed of cession relating to an Exclusive Use Area or the sectional plan, nor is the
Seller answerable in damages or otherwise to the Purchaser should the area of any section,
Exclusive Use Area or any part of the Common Property be less than such measurements.8
16.2 The Purchaser acknowledges having inspected the Property and is aware that the Property
has been let to tenants. The Seller will pay an amount of R 20 000 inclusive of VAT to the
Purchaser on the Transfer Date to attend to whatever repairs the Purchaser deems
necessary. This clause 1.2 does not detract from the sale of the Property on a voetstoots
basis and the Purchaser acknowledges and hereby confirms that he will have no claim of
whatsoever nature against the Seller in respect of the Property.
17 ELECTRICAL COMPLIANCE CERTIFICATE
The Seller shall by not later than the Transfer Date furnish the Purchaser with a certificate of
compliance as contemplated in the regulations in terms of the Occupational Health and Safety
Act, No 85 of 1993, in respect of any electrical installation in or on the Property. Such
certificate shall be dated less than 24 (twenty-four) months prior to the date of transfer.
18 GAS INSTALLATION CONFORMITY CERTIFICATE
To the extent applicable, the Seller shall by not later than the Transfer Date furnish the
Purchaser with a certificate of conformity (in the prescribed form) in respect of any gas system,
gas reticulation system or gas installation on the Property, as contemplated in regulation 17(3)
of the regulations made in terms of section 43 of the Occupation Health and Safety Act, No 85
of 1993.
19 PURCHASE PRICE
The purchase price of the Property is R____________________________
(__________________________________________________rand) which is payable by the
Purchaser as follows –
19.1 the sum of R______________________________ (_____________________________
_________________________________________________rand) by way of a cash
deposit within N/A business days after the Signature Date, which amount will be paid to the
Seller's Conveyancers and held in trust until the Transfer Date;
19.2 the cash deposit payable by the Purchaser to the Seller's Conveyancers pursuant to clause
19.1 will be held in trust by the Seller's Conveyancers pending the Transfer Date, and the
Seller's Conveyancers are instructed in accordance with Rule 37 read with the Rules 35.16
and 35.17 of the rules for the Attorneys Profession (published in Government Gazette No
39740 on 26 February 2016) to invest such amount with a registered bank of their choice
on the basis that –
19.2.1 the amount is invested in an interest-bearing account;
19.2.2 the interest-bearing account contains a reference to section 78(2A) of the Attorneys Act,
No 53 of 1979;9
19.2.3 the interest which accrues on such investment is to be for the benefit of the Purchaser
and will be paid, after deducting the Seller's Conveyancers' professional fee for
administering the investment, to the Purchaser on the Transfer Date; and
19.2.4 the cash deposit paid by the Purchaser in terms of clause 19.1 will be paid to the Seller
on the Transfer Date ;
19.3 the sum of R___________________________________ (_________________________
________________________________________________rand), against registration of
transfer of the Property into the name of the Purchaser. As security for the payment of
such amount, the Purchaser will within 45 (Forty Five) business days after the Signature
Date, furnish the Seller's Conveyancers with a bank guarantee or guarantees as required
and approved of by the Seller or the Seller's Conveyancers, payable to the Seller or the
Seller's nominee upon registration of transfer at such place or places in the Republic of
South Africa as the Seller reasonably stipulates.
20 DISCLOSURE BY SELLER
The Seller hereby discloses that as at the Signature Date and to the best of the Seller's
knowledge and belief –
20.1 the Participation Quota in respect of the Property is _____________;
20.2 the monthly levy payable in respect of the Property is R_______________________
(_______________________________________ rand), which levy includes the following;
20.2.1 Admin fee: R___________________________;
20.2.2 Reserve fund contribution: N/A and
20.2.3 CSOS levy: R__________________________
20.3 no resolution has been passed by the Body Corporate in terms of which a special levy will
be payable by the Purchaser subsequent to the Transfer Date; and
21 POSSESSION AND RISK
Possession of the Property will be given to the Purchaser on the Transfer Date, from which
date it will be at the sole risk, loss or profit of the Purchaser, and the Purchaser will from such
date be entitled to the rentals (if any) and be liable for all levies (whether general or special),
rates, taxes and other charges in respect of the Property, including where applicable the levies
and/or other charges payable to any property owner's or similar association. If the Seller has
paid any such charge or charges for any period subsequent to the date of possession, the
Purchaser will refund to the Seller the charge or charges so paid, and the Purchaser will10
likewise be entitled to a refund from the Seller of the rentals (if any) collected prior to the date
of possession in respect of any period subsequent to the date of registration of transfer.
22 TRANSFER AND COSTS
22.1 Transfer of the Property will be given to the Purchaser within a reasonable time after the
Seller has paid the costs referred to in clause 22.2 and the Parties have otherwise complied
with the provisions of this Agreement. Transfer will be effected by the Seller's
Conveyancers.
22.2 The Seller shall be liable for:
22.2.1 the cost and charges incidental to the transfer of the Property into the name of the
Purchaser. These costs and charges will include the conveyancing and deeds office
fees in respect of the transfer of the Section and the cession of the right to use the
Exclusive Use Area (where applicable) as well as the costs of any rates or other
clearance certificate, including any extended certificate, whether issued by a local
authority, Body Corporate, property owners' association, managing agent or similar
body: and all bank charges payable by the Seller's Conveyancers. These costs will be
paid by the Seller on receipt of a demand from the Seller's Conveyancers; And
22.2.2 all costs and charges incidental to the registration of a mortgage bond that may be
registered over the Property.
22.3 The Purchaser shall be liable for payment of transfer duty to the South African Revenue
Services in respect of the Property (if applicable); and
22.4 The Parties shall sign all documents required to be signed by the Seller's Conveyancers in
order that transfer may be effected as soon as possible after being requested to do so by
the Seller's Conveyancers.
23 OCCUPATION AND OCCUPATIONAL RENTAL
23.1 Occupation of the Property will be given to the Purchaser on registration.
23.2 Should the date referred to in clause 23.1 be prior to the date of registration of transfer, the
Purchaser will pay to the Seller or the Seller's nominee in consideration of such prior
occupation, occupational rental calculated at R_______________________________
(_________________________________________ rand) per month, payable monthly in
advance, from the date of occupation to the date of transfer of the Property into the name
of the Purchaser, both days inclusive.
23.3 In the event that occupation of the Property is given to the Purchaser prior to registration
of transfer of the Property into the name of the Purchaser –11
23.3.1 the Purchaser will keep all buildings, fences and other improvements on the Property in
good order, repair and condition to the satisfaction of the Seller, and should the
Purchaser fail to do so, the Seller will be entitled to have effected any repairs the Seller
deems necessary to maintain the Property in good order, repair and condition, and to
recover the cost thereof from the Purchaser on demand, without prejudice to any other
rights the Seller may have;
23.3.2 the Purchaser will not make any alterations or additions to any buildings or
improvements on the Property before transfer without the Seller's prior written consent,
and will submit to the Seller for prior approval plans of any proposed buildings,
alterations or improvements. It is a condition of any approval the Seller may give in
respect of such plans that the Purchaser procures, before building operations are
commenced, a waiver by the contractor of any lien to which such contractor might
otherwise become entitled;
23.3.3 the Seller or the Seller's duly authorised agent is entitled to inspect the Property at all
reasonable times; and
23.3.4 the Purchaser will be obliged to vacate the Property upon termination of this Agreement
for any reason whatsoever, it being agreed that no tenancy is created by such prior
occupation.
24 RIGHTS OF TENANT
24.1 The Purchaser acknowledges that the Property is let to a tenant and is subject to the
tenant's rights under the tenant's lease, and the Purchaser further acknowledges that the
Purchaser is acquainted with all the terms and conditions of the lease, a copy of which is
attached hereto and is marked Annexure "C".
24.2 The Purchaser acknowledges that the Purchaser is aware of the tenant's rights under the
Rental Housing Act, No 50 of 1999.
24.3 The Purchaser specifically acknowledges the following in respect of the lease:
24.3.1 Details of the tenant: ____________________________________________________
24.3.2 Date of termination of the tenant: __________________________________________
24.3.3 Monthly rental income: __________________________________________________
25 CONTINUED MARKETING
25.1 In the event that this Agreement is subject to the Purchaser obtaining a loan as
contemplated in clause 14.1 above, then:12
25.1.1 the Purchaser acknowledges that the Seller shall be entitled to continue to market the
Property through the Agent and accept other offers through the Agent in respect of the
Property;
25.1.2 If the Seller accepts another offer or offers, it shall have the right to proceed with the
transaction where the Conditions Precedent have been fulfilled at the earliest and where
written confirmation is received by the Seller's Conveyancer in this regard.
25.1.3 This Agreement will be cancelled, by way of a written cancelation notice, if the Seller
elects to proceed with another transaction, as described in clause 25.1.2 above;
25.1.4 In the event of cancellation of this Agreement, the Parties reciprocally and irrevocably
agree that once the Seller has refunded the Purchaser whatever amount has been paid
by the Purchaser in terms of this Agreement, that they shall have no further claims
against one another arising out of this Agreement.
25.1.5 For the avoidance of doubt, and for purposes of clause 25.1.2, the Condition Precedent
in clause 14.1 will only be deemed to be fulfilled if all conditions imposed by the relevant
bank or financing institution in terms of the facility or loan agreement have been
complied with and such facility or loan agreement has become unconditional.
26 GENERAL WARRANTIES
26.1 Each of the Parties hereby warrants to and in favour of the other that –
26.1.1 it has the legal capacity and has taken all necessary corporate action required to
empower and authorise it to enter into this Agreement;
26.1.2 this Agreement constitutes an agreement valid and binding on it and enforceable
against it in accordance with its terms;
26.1.3 the execution of this Agreement and the performance of its obligations hereunder does
not and shall not –
26.1.3.1 contravene any law or regulation to which that Party is subject;
26.1.3.2 contravene any provision of that Party's constitutional documents; or
26.1.3.3 conflict with, or constitute a breach of any of the provisions of any other agreement,
obligation, restriction or undertaking which is binding on it; and
26.1.4 to the best of its knowledge and belief, it is not aware of the existence of any fact or
circumstance that may impair its ability to comply with all of its obligations in terms of
this Agreement;
26.1.5 it is entering into this Agreement as principal (and not as agent or in any other capacity);13
26.1.6 the natural person who signs and executes this Agreement on its behalf is validly and
duly authorised to do so;
26.1.7 no other party is acting as a fiduciary for it; and
26.1.8 it is not relying upon any statement or representation by or on behalf of any other Party,
except those expressly set forth in this Agreement.
26.2 Each of the representations and warranties given by the Parties in terms of clause 16.1
shall –
26.2.1 be a separate warranty and will in no way be limited or restricted by inference from the
terms of any other warranty or by any other words in this Agreement;
26.2.2 continue and remain in force notwithstanding the completion of any or all the
transactions contemplated in this Agreement; and
26.2.3 prima facie be deemed to be material and to be a material representation inducing the
other Party to enter into this Agreement.
27 BREACH
27.1 Should the Purchaser commit a breach of this Agreement, the Seller is entitled to give the
Purchaser notice in writing calling upon the Purchaser to remedy the breach. Should the
Purchaser fail to comply with such notice within 7 (seven) business days of receipt of such
notice, then without prejudice to any other rights the Seller may have in law, the Seller is
entitled –
27.1.1 to cancel this Agreement and thereupon –
27.1.1.1 to retain the deposit paid in terms of clause 19.1, either as rouwkoop or by way of a
penalty or as agreed liquidated damages, or as a payment in respect of the prejudice
agreed as suffered by the Seller as a result of the Purchaser's breach; or
27.1.1.2 to recover such damages as the Seller may be able to prove the Seller has
sustained, in which event the Seller will be entitled to retain the deposit in trust until
the actual amount of damages has been determined by a Court, and thereupon set
off such damages against the amounts in trust; or
27.1.2 to enforce performance in terms of this Agreement, including payment of the full balance
of the purchase price owing at the date of the Purchaser's breach without prejudice to
any right the Seller may have to claim damages from the Purchaser.
27.2 Should the Seller commit a breach of this Agreement, the Purchaser is entitled to give the
Seller notice in writing calling upon the Seller to remedy the breach. Should the Seller fail
to comply with such notice within 7 (seven) business days of receipt of such notice, then14
without prejudice to any other rights the Purchaser may have in law, the Purchaser is
entitled –
27.2.1 to cancel this Agreement and thereupon to recover such damages as the Purchaser
may be able to prove the Purchaser has sustained; or
27.2.2 to enforce performance in terms of this Agreement without prejudice to any right the
Purchaser may have to claim damages from the Seller.
27.3 The Parties agree that any costs awarded will be recoverable on an attorney-and-own-
client scale unless the Court specifically determines that such scale shall not apply, in which
event the costs will be recoverable in accordance with the High Court tariff, determined on
an attorney-and-client scale.
28 NOTICES AND ADDRESSES FOR SERVICE
The Parties select as their respective addresses at which all demands, notices,
summonses, pleadings and processes must be delivered, and execution must take place
(domicilia citandi et executandi) the physical addresses referred to in clause 1 to 4 above,
and for the purposes of giving or sending any notice provided for or required under this
Agreement, the parties may use the physical addresses and email addresses referred to
in clause 1 to 4 above. A Party may change its domicilium or its address for the purposes
of notices to any other physical address in the Republic of South Africa or email address
by written notice to the other Party to that effect. Such change of address will be effective
5 (five) business days after receipt of the notice of the change.
28.1 All notices to be given in terms of this Agreement will be given in writing and will —
28.1.1 be delivered by hand or sent by email, and not by any other means;
28.1.2 if delivered by hand during business hours, be presumed to have been received on the
date of delivery. Any notice delivered after business hours or on a day which is not a
business day will be presumed to have been received on the following business day;
and
28.1.3 if sent by email during business hours, be presumed to have been received on the date
of successful transmission of the email. Any email sent after business hours or on a
day which is not a business day will be presumed to have been received on the following
business day.
28.2 Notwithstanding the above, any notice given in writing, and actually received by the Party
to whom the notice is addressed, will be deemed to have been properly given and received,
notwithstanding that such notice has not been given in accordance with this clause 28.15
29 BENEFIT OF THE AGREEMENT
This Agreement will also be for the benefit of and be binding upon the successors in title and
permitted assigns of the Parties or either of them.
30 APPLICABLE LAW AND JURISDICTION
30.1 This Agreement will in all respects be governed by and construed under the laws of the
Republic of South Africa.
30.2 The Parties hereby consent and submit to the non-exclusive jurisdiction of the [High Court
of South Africa, Gauteng Division, Johannesburg in any dispute arising from or in
connection with this Agreement.
31 NEW LAWS AND INABILITY TO PERFORM
31.1 If any law comes into operation subsequent to the signature of this Agreement which law
affects any aspect or matter or issue contained in this Agreement, the Parties undertake to
enter into negotiations in good faith regarding a variation of this Agreement in order to
ensure that neither this Agreement nor its implementation constitutes a contravention of
such law.
31.2 If either Party is prevented from performing any of its obligations in terms of this Agreement
as a result of any existing or new law or as a result of any event beyond its reasonable
control whether or not foreseeable, including general power failures, breakdown of
telecommunication networks or computers, political intervention, imposition of sanctions,
riot or insurrection, it shall not be liable for any failure to perform its obligations under this
Agreement while such event persists and shall have the right (unless such event has or is
likely to persist for a period not exceeding 30 (thirty) days) to terminate this Agreement at
any time after the intervention of or becoming aware of such event.
31.3 If this Agreement is terminated by either Party in accordance with the provisions of this
clause 31 neither Party shall have any claim or obligation in respect of any loss suffered or
damages incurred as a result of such cancellation.
32 INDEPENDENT ADVICE
Each of the Parties to this Agreement hereby acknowledges and agrees that –
32.1 it has been free to secure independent legal and other professional advice (including
financial and taxation advice) as to the nature and effect of all of the provisions of this
Agreement and that it has either taken such independent advice or has dispensed with the
necessity of doing so; and16
32.2 all of the provisions of this Agreement and the restrictions herein contained are fair and
reasonable in all the circumstances and are in accordance with the Party's intentions.
33 GENERAL
33.1 Whole Agreement
33.1.1 This Agreement constitutes the whole of the agreement between the Parties relating to
the matters dealt with herein and, save to the extent otherwise provided herein, no
undertaking, representation, term or condition relating to the subject matter of this
Agreement not incorporated in this Agreement shall be binding on either of the Parties.
33.1.2 This Agreement supersedes and replaces any and all agreements between the Parties
(and other persons, as may be applicable) and undertakings given to or on behalf of the
Parties (and other persons, as may be applicable) in relation to the subject matter
hereof.
33.2 Variations to be in Writing
No addition to or variation, deletion, or agreed cancellation of all or any clauses or
provisions of this Agreement will be of any force or effect unless in writing and signed by
the Parties.
33.3 No Indulgences
No latitude, extension of time or other indulgence which may be given or allowed by any
Party to the other Party in respect of the performance of any obligation hereunder, and no
delay or forbearance in the enforcement of any right of any Party arising from this
Agreement and no single or partial exercise of any right by any Party under this Agreement,
shall in any circumstances be construed to be an implied consent or election by such Party
or operate as a waiver or a novation of or otherwise affect any of the Party's rights in terms
of or arising from this Agreement or estop or preclude any such Party from enforcing at any
time and without notice, strict and punctual compliance with each and every provision or
term hereof. Failure or delay on the part of any Party in exercising any right, power or
privilege under this Agreement will not constitute or be deemed to be a waiver thereof, nor
will any single or partial exercise of any right, power or privilege preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
33.4 No Waiver or Suspension of Rights
No waiver, suspension or postponement by any Party of any right arising out of or in
connection with this Agreement shall be of any force or effect unless in writing and signed17
by such Party. Any such waiver, suspension or postponement will be effective only in the
specific instance and for the purpose given.
33.5 Provisions Severable
All provisions and the various clauses of this Agreement are, notwithstanding the manner
in which they have been grouped together or linked grammatically, severable from each
other. Any provision or clause of this Agreement which is or becomes unenforceable in
any jurisdiction, whether due to voidness, invalidity, illegality, unlawfulness or for any other
reason whatever, shall, in such jurisdiction only and only to the extent that it is so
unenforceable, be treated as pro non scripto and the remaining provisions and clauses of
this Agreement shall remain of full force and effect. The Parties declare that it is their
intention that this Agreement would be executed without such unenforceable provision if
they were aware of such unenforceability at the time of execution hereof.
33.6 Continuing Effectiveness of Certain Provisions
The expiration or termination of this Agreement shall not affect such of the provisions of
this Agreement as expressly provide that they will operate after any such expiration or
termination or which of necessity must continue to have effect after such expiration or
termination, notwithstanding that the clauses themselves do not expressly provide for this.
33.7 No Assignment
Neither this Agreement nor any part, share or interest herein nor any rights or obligations
hereunder may be ceded, delegated or assigned by either Party without the prior written
consent of the other Party, save as otherwise provided herein.
33.8 Exclusion of Electronic Signature
The reference in clauses 33.2, 33.4 and 33.7 to writing signed by a Party shall,
notwithstanding anything to the contrary in this Agreement, be read and construed as
excluding any form of electronic signature.
34 COSTS
Except as otherwise specifically provided herein, each Party will bear and pay its own legal
costs and expenses of and incidental to the negotiation, drafting, preparation and signature of
this Agreement.
35 SIGNATURE
35.1 This Agreement is signed by the Parties on the dates and at the places indicated below.18
35.2 This Agreement may be executed in counterparts, each of which shall be deemed an
original, and all of which together shall constitute one and the same Agreement as at the
date of signature of the Party last signing one of the counterparts.
35.3 The persons signing this Agreement in a representative capacity warrant their authority to
do so.
35.4 The Parties record that it is not required for this Agreement to be valid and enforceable that
a Party shall initial the pages of this Agreement and/or have its signature of this Agreement
verified by a witness.19
SIGNED at ................................................ on ...................................................................... 2021
For and on behalf of the SELLER
___________________________________
Signature
Kevin van den Heever
Managing Director
SIGNED at ................................................ on ...................................................................... 2021
___________________________________
PURCHASER 1
SIGNED at ................................................ on ...................................................................... 2021
___________________________________
PURCHASER 2
SIGNED at ................................................ on ...................................................................... 2021
___________________________________
Obo THE AGENTAGENT’S PROFESSIONAL FEE ANNEXURE TO OFFER TO PURCHASE
DEVELOPMENT: Reef Acres
PROPERTY OR UNIT
DISCRIPTION:
SELLER/DEVELOPER: Afhco Holdings Pty Ltd
PURCHASER:
JOINT PURCHASER:
AGENT: Huizemark Centurion (Pty) Ltd t/a Huizemark Springs
represented by _________________________
The above-mentioned purchaser/s hereby acknowledge that he/she/they have been informed of the following:
1. The purchase price of the sale of the property mentioned above includes the Agent’s professional fee in
5% vat included.
2. Should the offer to purchase agreement be cancelled (at any time after all the suspensive conditions have
been fulfilled) either:
2.1. by the Purchaser/s; or
2.2. by the Seller as a result of the Purchaser/s’ breach of the agreement.
then the Purchaser/s shall remain liable for the payment of the Agent’s professional fee.
3. In the event of cancellation as per clause 2 above, the Agent’s professional fee shall be payable:
3.1. As a first charge against any deposit amount already received by the relevant conveyancer in
their trust account, or
3.2. If no deposit has been paid by the Purchaser/s, the Purchaser/s shall be requested to make
payment directly to the Agent.
4. Should the Agent have to hand over the matter to its attorneys for the collection of the Agent’s professional
fee, the Purchaser/s will be liable for the costs thereof on an attorney and client scale.
5. The contact details of the Purchaser/s as contained in the offer to purchase will be used for the delivery
of any communication, notices, or proceedings in terms of this Agent’s professional fee addendum.DATE PLACE PURCHASER JOINT PURCHASER WITNESS BENEFITS OF THIS ANNEXURE ACCEPTED ON BEHALF OF THE AGENT: DATE PLACE FOR AND ON BEHALF OF THE AGENT
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